De Reliquiis Maleficus
by Kaliph
Summary: When Homura resets the time-line with Oktavia von Seckendorff's grief seed it is lost in transit like all others and sent across time and space. Unlike all the others however this one actually landed somewhere... Awakening once again with her sanity intact will Oktavia rise above her nature as a witch or will Remnant gain another monster with it's eyes set on humanity?
1. Prologue: Birth and Death of a Witch

**Hey guys! This story was inspired mainly by the Puella Magi Madoka Magica fanfiction 'Resonance Days' by Takerfoxx which got me interested to see what could be done using Oktavia as a character once they have regained their sanity. Since she basically functions as a near blank slate that is moulded by the world around her and their own fractured memories. Anyway this chapter is just a prologue so it'll basically be both of the encounters with Oktavia von Seckendorff from mainly the witch's perspective. I hope you enjoy and any recommendations and constructive criticism is welcome!**

 **Test** ' Remnants of knowledge from Sayaka & Witch inner voice (Knowledge and instinct).

' _Test_ ' Normal thought

*Story Start*

Within a broken realm where the laws of physics seemed to no longer exist a massive form hatched from a small metallic cage that would soon become the heart of a new witch and the representation of her grief.

It's figure was a large and imposing yet odd sight within the distorted reality which was only further enhanced by the long black cloak which seemed to be made of darkness itself on her upper body while her lower body was a mermaids tail with scales of blue, purple and black. Just below the neck on the cloak appeared to be a bright pink bow.

A large cloth-like collar rose up from behind the witch's head making a heart shape coloured with blue, cream and black behind the three eyed helm which seemed to have a crown blended into the top.

Finally is it's arms which were adorned in knight's armour and held a cutlass scaled to it's own form's size.

The witch's mind awoken from the depths of her despair and her hazy thoughts come into focus with the sound of music reverberating throughout the fractured world before her. She couldn't remember how she got here or what she was doing before she arrived but the knight knew that Oktavia von Seckendorff ' **the Mermaid Witch** ' was her name and that this place was her home ' **her Labyrinth** ' a whisper in her mind supplied. For now it was only a mess of twisted platforms and train tracks with black musical notes floating around in endless streams, but there was plenty of time to change that and create her perfect concert hall that was already coming together in the twisted husk that remained of her mind.

Yes, she definitely likes it here in her new home yet something pricked at the witch's thoughts. Something was out of place that was for certain yet the colossus couldn't quite figure out what was wrong with her new lair.

Her clouded gaze swept over the twisted platforms and rails and fell upon a tiny blue haired figure falling before her own massive form, the small voice supplying that the creature was a ' **human** '. It's gaze then moved forward to the back of her hall and onto another small figure, one with red hair and red spear saturated with potent magic. The red one shouted out the word "Sayaka" causing a dull throb in the back of the witch's fractured mind while it charged with it's weapon in tow.

How dare this human come into her labyrinth, her stage is not ready to play music yet! With but a thought a barrage a wheels formed in the air and propelled at the red headed distraction.

The human continued her path unhindered before leaping into the air and latching onto the still falling blue haired one. Now seeing the small being clearly caused another painful ache in the giant knight's mind, one that seemed to twist at the black core of her soul as images sprung forth into her thoughts. A blue haired girl talking with the red one at a church which then bled away into sitting together at a train station. The witch decided to name this human 'Red'.

A tortured scream erupted from the mermaid witch as darkness soon ate away at what could have only been memories leaving only the need to destroy and consume the essence of the red haired figure before her in order to weaken the soul crushing despair that it could suddenly feel bearing down on it's core.

"What the hell? What are you?! What have you done to Sayaka!" 'Red' yelled out in what registered as anger, the sound almost being drowned out by the witches own screams of rage and agony.

Storms of train wheels cut through the air while making their path towards the small being, crashing down around the carrier and the corpse ' **Our corpse** '.

Finally a wheel was about the strike the intruder, soon she can create her concert hall and minions in peace!

Moments before impact a spark erupted from the wheel and it shattered and a black haired human was now standing upon one of the rails of her concert hall. The small black haired figure which has been dubbed 'Black' spoke to 'Red' but the Witch could not hear or truly comprehend the small being's strange noises.

Suddenly 'Black' was right next to the other small human, what is this strange power that she has? Frustration built upon the mermaid knight's rage while the voice dragged knowledge further from the depths of her mind ' **Magical Girl** '. For some strange reason the words brought another feeling of crushing despair that clouded what little coherent thought the Knight held. Before she could further assault her hated intruders the two were gone in an instant and she could feel it in the depths of her core that they were out of her sanctuary.

Oktavia glared across the fractured realm to ensure that they were truly gone and after 10 minutes the intruders had yet to return. Turning her focus onto her home the platforms began to pull together and form the basis of her Labyrinth and soon enough Oktavia was floating in the center of a grand Concert hall while her familiars formed in their places from the power exuded from her grief seed.

Now it is finally time to practice to create a masterpiece ' **Maybe then HE will love me.** '

* * *

The peace did not last and the two humans from before returned to interrupt her orchestra along with another pink haired human which brought small flashes of warmth followed by her all consuming grief.

Oktavia had changed somewhat from the last encounter, her cloak cast aside to reveal a torso of knight's armour with images decorating it such as a sword piercing a heart at the bottom of the torso and diamond like shapes on the middle section with a single red circle right in the below the neck of the metallic covering was the same bright pink bow that was on the cloak which now sat between dark blue shoulder plates which drew attention to heart collar behind the helmet.

Red and Black protected the pink one ' **Ma*o*a** ' as it shouted something at her in it's human language. The red one also spoke as the train wheel barrages struck it over and over, it's words coming into focus in a strange bout of clarity in the Witch's chaotic thoughts as a flood of knowledge of the japanese language was released from the depths of Oktavia's broken mind. "Oh I get what'cha doin'.This is payback ain't it?" ' ***yoko** ' called out as the wheels continued to bear down upon the spear wielding magical girl.

"Funny, When we met we tried to kill each other then too. I thought you were a wuss. But no matter how hard I beat you...man you just kept gettin' right back up didn'tcha." As the red human spoke the overflowing darkness Oktavia felt within her grief seed lessened slightly.

"I know you're mad. You can't forgive anyone for what happened to you, I get it. Once you get over that stuff come back to us okay?". A another wheel struck its target and flung the red magical girl off her feet while another homed in on it's airborne target causing her to crash against the ceiling before falling to the feet of ' **Mado**** '

The despair soon drowned out what emotion what coaxed out of the Witch and brought back it's rage in force. With a growl Oktavia reached forward with a metal gauntlet and gripped the pink haired human in a painful grip causing ' ***adoka** ' to let out a strained "Sayaka, Please stop this…".

"Damnit Sayaka!" ' **Kyok*** ' screamed with a vicious expression before she leapt forward and severed the knight's arm with a single swipe of her spear causing dark blue paint-like blood to flood from the stubbed limb.

"Come on! You told me you believed in yourself, you said you only wanted to use your power to help people remember?!" ' **Kyok*** ' yelled.

The Witch's mind was too clouded in rage and despair like the others of it's kin and thus responded with a single downward swipe of it's massive blade, cratering the ground into fragments. Mere seconds later the floor of the concert call crumbled downwards into a second concert hall surrounded by empty blue seats. The shadow of ' **HIM** ' stood on one side while the black haired human caught ' **Mad*ka** ' on the other.

The sounds of music halted and Oktavia's sight was drawn to the shadow of ' **Ky**uke** '. ' **Kyo*o** ' spoke but the witch's attention was far too focused to truly make anything out and it's mind too drowned in it's own despair to even care.

Bladed chain-links erupted from the ground behind the spear wielding magical girl blocking the rest of the concert hall from ' **Hom***** ' and the unconscious ' **Mad*ka** '. Which was then followed by spears erupting from the ground and forming into a massive chain link spear taller than Oktavia von Seckendorff herself while the magical girl who created in knelt down in pray upon the weapon.

The colossal weapon brought the mermaid witch's attention back to the only intruder remaining as the others appeared to have fled while her attention was away from them.

"I know Sayaka." ' **Kyoko** ' spoke softly with a small smile adorning her face "It sucks to be alone, believe me I know. But it's okay now, 'cuz I'm here with you. Sayaka…"

The magical girl kissed her ' **Soul Gem** ' and Oktavia's very being screamed out to flee as the spear burst alight in purple flames.

' **Danger! Flee! No! Nonononnono!** ' The voice in her head screamed out in protest against the human while the massive spar launched forward and the soul gem shattered. Before the weapon struck into the witch's chest and Oktavia's world exploded into pain as she knew nothing more.

Oktavia von Seckondorff's dream of concert halls and orchestras came to an end as her consciousness was dragged into the grief seed that fell to the ground with a light clink of metal.


	2. The Journey to a New World

**Welcome to chapter 1 people! I want to say now so that I can get it out of the way quickly as I'm pretty new to writing on fanfiction. Would you guys rather the chapters around the same length as the already posted prologue or longer? Ones around 1,800 words like the prologue will obviously take less time than longer ones so it'd be a shorter wait however longer chapters such as at least 2'500 words (Minimum) would likely be more content rich even if the wait is longer. So please inform me if you would rather longer chapters and (optionally) how many words you'd like to see as the vague benchline for chapter cutoff. Also if you guys have any interesting ideas you want to see in the story I'm all ears and may take them into account (With credit stated in this section obviously.)**

 **I also want to note that this isn't the time-line from the show. While the encounter with Oktavia played out the same as in the show Mami met a different fate in this time-line and became a Witch. So Madoka doesn't wish for Witches to never exist yet as that would kind of erase our protagonist from existence before she can find herself in on Remnant and be out of Godoka's reach.**

 **I hope you enjoy the first true crossover chapter!**

' **Test** ' Remnants of knowledge from Sayaka & Witch inner voice (Knowledge and instinct).

' _Test_ ' Normal thought

*Story Start*

There was only darkness and the vague remembrance of a life long past.

A life she was doomed to forget once she sprouts once again from her seed and her fractured mind is once again clouded in the chaos of her instincts, rage and despair.

Yet right now her thoughts were clear.

Here Oktavia learned to truly be a witch. The knowledge coming in a steady stream to her while she can still think coherently before she is once again thrown out into the world with her thoughts scrambled chaotically.

Sometimes she would remember things about her time as a blue haired human, even if the memories themselves were flashes of something she will never truly know.

Why does she look so happy? Can't she feel it? The never ending pit of despair in her chest and the constant hunger for ' **Despair, Souls!** ' gnawing at her sanity?

' _I miss my minions_ ' the unborn witch thought. Their music soothed me even when I was outside. It is far too quiet here, yet Oktavia can't yet create my masterpiece, for she lacks the power.

Sometimes the remains of the mermaid witch focuses on the outside, but even that seems to be an endless void of weapons and other seemingly random objects. But sometimes she can feel it, the tint of despair and the tiny flicker of a soul that has drowned in its own grief.

Once again the faint echo of another grief seed thrummed through her core. ' **Candeloro, The Dress-Up Witch** '. She seems more powerful than last time, but where did she get that grief from in this place with no humans?

Perhaps it was the magical girl with black hair? Feeding us her own grief to prolong her time as a child before she joins us in adulthood like all others? Perhaps this is that girl's magic, spacial manipulation, she did teleport after all.

' _Ah! I see the magical girl has returne-_ ' she thought to herself quickly before coming to a abrupt halt.

Despair. Pure despair radiates across the abyss that contained her seed. Other witches, yet their power danced around each other and bleeds into their active kin's fractured souls. They are one yet they used to be separate.

' **The Stage Constructing Witch'** yet even her kin's true name is hidden from her! Is it because the Stage constructor herself has forgotten? Whenever I try to think of what her name is it is just a jumble of other names mixed incoherently.

Ah...It seems the magical girl finished collected whatever it was she wanted. Oh! One of the seeds is gone ' **Elsa Maria, The Shadow Witch** '

"Perhaps my time here is coming to a close." Oktavia whispered to herself, her voice a scratchy and distorted sound that would never come from a human mouth.

"I wonder what happens to this place when the magic user dies…"

The thrum of gears turning mixed with the light clink of metal tapping filled the world of floating objects, which was followed by a flood of what could only be magic washing through the void like a wave. The mist-like purple energy left no object untouched and one by one she felt her fellow grief seeds disappear once the power washed over them.

What is this? Is she free to go and construct her grand concert hall once again? Or perhaps the magic brings final destruction and release from the never ending black hole of sorrow that was once her soul?

All other questions were halted as the magic finally reached her own heart-turned-cage. The purple mist enveloped her corrupted soul and finally brought her first physical feeling within the endless world of darkness and weapons: Pain.

Oktavia von Seckendorff felt agony as it felt like her very soul was being compressed and warped. As fast as the sensation came it ended with the shattering of reality itself around the grief seed. The unborn witch reached out with her senses and found herself within a kaleidoscopic world of fractured colours.

First she felt the black haired magical girl leave the colourful realm, leaving the caged souls alone in between time and space itself with no source of negative emotions to absorb and convert into power.

So like her kin she drifted. It was slow going at first but eventually she found herself alone. While she couldn't truly speak with her fellow grief seeds their presence gave her a feeling she couldn't quite recognize ' **Comfort?** ' the voice asked as if unsure itself. The world of colours was certainly more interesting than the black void of weapons, yet she quickly bored of the various shades around her.

And so the tainted soul drifted within the endless vibrant world, thinking upon her own music and escape.

* * *

How long has it been already? Hours? Days? Perhaps it has only been mere seconds. Yet without anything happening around her like the Magical Girl collecting objects and allowing her to briefly glimpse at the world outside Oktavia didn't know.

At first the mermaid was unsure, but she was certain she felt something in this endless world. A hint of _something_. Darkness and a soothing light intertwined into a intricate threat of power unlike anything she had yet to find in this place.

"An exit?" The witch's unused voice rasped inhumanly, but held a hint of ' **Hope?** '. The black seed drifted towards the enticing thread of power like a starved man to a delicious smelling fruit. And once the corrupted soul was close enough she reached out with what little remained of her own magic to latch onto the thread as her only potential chance of escape.

And so the dimension of colour twisted around her grief seed until a kaleidoscopic sphere surrounded the dark shell and compressed inward.

Pain echoed through the witch's very being as if someone were trying to inject liquid fire into the monster's soul while the orb of light continued to bear down on Oktavia's core.

If one were watching the world of endless colour they would see sections of reality itself fold around the orb of light and then with a deafening cracking sound the fabric of dimensions shattered open like a broken window and the sphere of shades was dragged into the blue opening that remained. Mere moments later the world repaired itself and there was no evidence the metallic object was ever there to begin with.

* * *

Gunshots and deafening roars echoes through the once peaceful forest bringing an end to all local birdsong and replacing it with the sound of warfare. What could only be described as creatures of pure darkness descended upon a small encampment hidden within the thick layers of trees, drawn in by the hatred and fear of its inhabitants which in turn bred more fear.

Uniformed men and women with animal features who bore imitation bone masks like those of the very monsters who now ravaged their camp. Blade met darkness and claw met flesh in a chaotic battle for dominance where the darkness slowly and inevitably encroached on and devoured its prey.

The battle's direction was clear by the trail of brutalised human-like corpses left behind to rot while the beasts continued their hunt for the lives of the uniformed rebels.

A mechanical roar sounded at the back of the camp where the monsters had yet to reach, bringing hope to the masked warriors. A warcry resonated the camp triggering the battle to elevate to a new level of viciousness when the animal people fought with renewed vigour.

The sound of engines got louder with the aircraft the rose above the camp turned battlefield. Mounted guns whirred before unleashing a deadly rain of metal that cut swathes out of the creatures of darkness.

With all of their concentration on the battle none of the combatants saw the impossibility that was forming underneath the gunship. The air itself cracked like a damaged window, the jagged line of colour remaining still for a moment before it spread further in a poor imitation of a cobweb.

And then a tiny section of reality itself shattered with the sound of breaking glass, unheard due to the sounds of gunfire and death. Out of the opening fell a small spherical cage that seemed to have a pin through it and a deep inner darkness. If one were to look at it they may simply think it a strange pendant of some kind, but other beings would recognize it's taint as what it truly is: Despair manifest.

The moment the grief seed hit the ground it's effect was immediate. Every masked monster froze for a moment as they comprehended the sheer scale of the negative emotion they sensed, unable to tell if it were an evolved form of their own kin or something more. It was certainly not something less, that much they knew for certain as the instincts of their corrupted beings saw it in the role they themselves always took.

A predator.

* * *

Oktavia's senses were dulled and she felt pain echo throughout her broken essence. She was certain she was free of the dimensional rift and back within reality, yet something was different. Not just with the world she found herself in but with herself, like a small stream had formed itself in the depths of her mind and soul.

It brought pain as it attempted to flow further, yet left a soothing feeling wherever it passed. The strange energy also made the Witch very aware of how low on power she was. Most of it was spent simply holding her core intact during the trip through the strange crack and if she had exited a minute later the mermaid witch had a feeling she would have been destroyed.

So the knight reached out with her senses for the first time since she left the realm of time and space, and was met with so much raw negative emotion it caused a headache.

What are these strange dark creatures? They feel like familiars yet they lack something that makes them the guardians she and her kin create ' **They lack souls** '.

Ah...that is right. Every familiar is created from a small part of her, they are her children and her protectors. Yet these beings were just a mass of hatred, rage and instinct, they don't have any orchestras to conduct or a home to defend ' **If I consume them I can be born again** '.

And so she did. The pull was small at first, so much so that the beasts didn't even notice it, but soon enough black mist was being pulled from the bodies of the living monsters while the evaporating dead's darkness was dragged into the seed.

Before the masked men and women's very eyes the creatures of darkness were forcefully torn apart and reduced to smoke which was dragged into a vortex of emotion and taint.

Once the corruption was devoured all that remained was a floating spherical cage with darkness entrapped within, thrumming with the need to escape and become something new.

But with the darkness that grew within Oktavia's grief seed so did something else. The stream that once weakly dripped along and lightly scalded at her being became a flood of scalding power and agony. The light of the liquid like power and the darkness of her magic swirling in a never ending whirlpool as one tried to consume the other form dominance.

The witch's head throbbed as something familiar yet unknown forced its power upon her mind and dragged forth memories long forgotten, disjointed and unclear yet enough to leave its imprint upon her being. Human culture, how to interact. Almost all aspects of human life forced itself into her mind followed by faint memories of her old self.

' **Sayaka Miki'** The name was familiar, she remembered the red magical girl Kyoko referring to her with that name.

' **Magical girl'** Yes, that's right isn't it? A magical girl is simply the first stage of her own existence, a child growing into her power before it is tempered in despair.

' **I'll only be a magical girl who doesn't use her magic for herself.'** How could she have forgotten? She wanted to be a hero and help others! How could she do that if she was hiding in her concert hall? But her body was just too different. How could she be a hero outside her labyrinth if she was too different from the humans to fit in?

' **I'm a zombie! I couldn't ask him to hold me when I've become this thing.'** Even if ' **Kyou**ke** ' will never be able to love her like this. Is he even here?

Could she use her magic to help people here?

"What I need is a new body, it does not matter if it is true life anymore. I am the 'Mermaid Witch' and all I will ever need are my cute familiars." she rasped in thought

But is it even possible to make a body different from her true form? ' **It is!** ' the internal voice echoed.

If so she wondered how to do such a thing, after all she certainly had enough energy to do it now. ' **All I need are examples to work off.'** her inner voice whispered in Oktavia's thoughts. Her time as a magical girl proved that everything takes sacrifice, and these humans...no, not quite ' **They are close enough** ' already look half dead. Who would know that she brought them into her home and killed them anyway? ' **No one** '.

"Then it is settled." Oktavia's voice let out, the sound nary a distorted whisper. "Your lives will be used so I can experience the world outside my barrier without her true form bringing me trouble." the witch sighed.

"I do hope you can forgive me… I will be sure to help this world against the soulless monsters in your stead, your sacrifice is appreciated."

And so, reality twisted and deformed until the early stages of a Witch's labyrinth were all that remained of the camp. Every last one of the animal featured humans were dragged into her home. Assailed once more by creatures of darkness, this time born of despair rather than rage and desire for death.

One by one their souls were snubbed, their energy added to Oktavia's own and added to her ocean. While their bodies were absorbed by her magic so it could get a feel for the body type of the strange humans.

The heart came first, and what better to use as her heart than her grief seed? It was the very core of her being after all and is won't be destroyed as easily as a weak human heart would.

Next came the flesh which formed from the black vapor seeping from the dark imitation of a human heart, made of blackened meat like that of those monsters and the metallic cage of her grief seed fused into a single organ which had parts of the grief seed visible as if it were pierced by black shrapnel. More then crept out from the heart such as arteries and veins which coloured a normal red colour as it got further away from the black heart. Other bodyparts followed such as a skeletal structure to hold and protect the innards.

Hours passed while Oktavia's taint fueled magic built her new form from the ground up, and now the final product was finally complete. She thought it would have taken longer but the witch vaguely remembered being far most skilled than her peers in the art of healing when she was still a magical girl.

The body was based around what she saw of Sayaka in the disjointed memories: pale skin, short blue hair matching the shade of her eyes which framed a somewhat rounded face that portrays a tomboyish youthful charm.

Her height was rather average for the age the body was meant to be which she believed was fourteen. Oktavia's new shell had a petite build with a small budding bust, the body held no blemishes or scarring at all and due to her advanced regeneration likely never would.

Due to her basis not being entirely human the Witch's power found that the gene in the body that triggers the animal features is surprisingly chaotic and could be guided into a certain direction due to her existence as a mermaid.

Thus instead of human ears the Mermaid witch instead had fin like protrusions that were purple and faded into blue towards the bottom making them quite noticeable as they poked out of her hair.

Oktavia von Seckendorff's consciousness settled into the new form and with a sharp gasp of air the body was brought to life. The ocean-like energy spread across the body evenly like a soul would a normal human body causing a soft blue barrier to form around her skin. Her magic and this new energy found finally found balance in the new form and merged dying the soft blue barrier with sickly black blotches before if caught up with the synchronisation and settled into a tainted dark blue which radiated faint black wisps like the monsters she consumed. The ocean that was once split between the scalding light and her twisted magic now settled into a single body of water, not truly a power born of the light of souls nor magic born of despair and raw emotion. Now it simply was, the pain had finally subsided and she could already sense the change in her Grief seed which held a single crystalline blue orb within it's structure. No longer was she a being of hope or curses, the witch simply is.

A feeling of content resonated through her soul that she had never felt before yet she would never deign to let it go. She noticed in the back of her mind that controlling her home became much more difficult, but she could deal with that if she could keep clarity over her own thoughts and actions.

"Whatever it is I have become, I like it." The voice of Sayaka Miki spoke out with neither the scratchy rasp nor the distorted reverberation of Oktavia's old voice.

"It's time to go out and see what this new world has in store for me huh?" the knight donned the same armour that she had while in her true form and pulled the three eyed knight helm down over her head.

The incomplete labyrinth collapsed around the human witch leaving her stood in the center of the camp she fell into as a mere seed, where she then stepped over a corpse and advanced into the thick line of trees before her and out into a whole new world.


	3. Chapter 2 Train rides and Robots

**Thank you guys for the reviews and support this early into the story, and an especially big thank you to "The Joining" for pointing out a problem in the reading flow and sharing their opinion on the mechanics of the world and Witches. I will be answering some questions that they posed I would just like to say that while it is true that witches are not animals and thus shouldn't have been treated as such in the first chapter though wise. They can't fully be treated as a depressed person either as there have been exactly 0 cases of a witch ever returning from it's aggressive and monstrous state within the Puella Magi Madoka series (As far as I am aware) which is why I instead portrayed it as more of a daze-like state where she is not fully aware of what is going around her due to the despair clouding her mind that they are never truly able to get rid of without another influence in them. I also think that it is best to treat witches like a separate from the original (In this case: Sayaka) due to the process of becoming a witch. The shattering of the soul gem which I have taken as the shattering of the soul itself before it reformed as a grief seed. While Sayaka's essence was used, it is not who the witch is, thus why they are born with new names. Rather than treating it like a mentally unstable Sayaka I think it should be treated as a new being born from Sayaka's death, or an amnesiac. While Sayaka's memories are still buried deep within Oktavia and can influence her (Both knowledge wise and personality), she cannot actively access those memories clearly simply by thinking of what she wants to know, and no matter how much she knows that her name was once Sayaka the witch will always see herself as Oktavia.**

 **As for the aura part. I've always found it somewhat odd that in some fanfictions I have read that when a character is moved to a new world that they aren't subjected to that world's laws; such as all being with souls having an aura. While Oktavia's soul is corrupted with despair it is still there thus granting her an aura, however as it was Sayaka's soul fragments that make up most of Oktavia's being it will also trigger her gaining more knowledge and sense of mind. In the first chapter I portrayed Aura as a burning feeling as it was an energy that was at odds with the witch's own as a creature of despair (Similar in many ways to the Grimm) along with the fact it was the laws of the world forcing her soul to produce an aura where it hadn't before and once the process was complete it settled comfortably. As for the topic of magic, there are some signs of magic being present in the world of Remnant such as the four maidens (And possibly the Grimm themselves). Oktavia's aura will function slightly differently due to her own despair (Or just generally dark energy) powered magic which has fused with her aura due to the fact that in Puella Magi Madoka Magica comes from the soul after it was turned into a soul gem, which means that Oktavia's also comes from her soul, even after it became a grief seed. That is why I have merged her magic and Aura to some extent. This also means that her magical abilities will be weakened for a while as she needs to grow accustomed to her new power balance, this means that her instinctual knowledge of how to use magic no longer fully applies to her powers and that she will have to learn how to access them to their full capabilities from this point on (Thus stopping her from being too overpowered from the start by simply using her labyrinth to kill anything in her way or calling a storm of train wheels.)**

 **Sorry if this chapter portrays Oktavia as somewhat weak, this is simply because she is unable to fully utilise her magic and thus is not massacring everything with endless barrages of train wheels. Over time she will regain her powers but for now she will start with just her cutlasses and minimal control over her wheels. (Obviously for the sake of having SOME balence)**

 **Now that is out of the way I hope you enjoy this chapter!**

' **Test** 'Remnants of knowledge from Sayaka & Witch inner voice (Knowledge and instinct).

' _Test_ ' Normal thought

" _Test_ " Japanese speech (Just to differentiate for a while as I do not speak the language and the main language of remnant is english)

*Story Start*

Silver flashed out against black, carving deep gouges into the thickly furred body. The creature pathetically whimpered at the being before it, the sheer despair it almost seemed to radiate from its very core.

It knew this one was different from those it looked like. It had a soul like them, but it felt like one of it's own kin. Another brutal assault of metal met the creature of darkness as it tried to defend itself using it's claws against the attack this...despair launched upon it. The last thing the monster saw was a blade like those born from dust used descending upon it's head, and with a sickening crunch it knew no more.

The knight it fought leaned down and inhaled deeply, sucking the miasma that was once her prey into her helm. It was a wasteful process and much of the darkness the witch consumed was lost as it continued to fade away wherever it is the black mist goes. But that is easily made up for by simply killing more to sustain herself.

A week has already passed since Oktavia took a more human form and she had quickly found that feeding off the essence of the black creatures that roamed was enough to keep her alive and content, even if all of their emotional energy was hatred and rage.

" _Better than nothing I guess._ " she grumbled to herself. Ocean blue eyes scanned the area for any signs of new prey or traces of anything out of place. After all, the witch didn't just spend all her time hunting the incarnations of hatred; she was also looking for signs of humanity to follow to a town or city. However so far the only thing she had found was the wiped out encampment where she had created her body.

Oktavia rested her cutlass on her shoulder plate and decided to go north today ' _Maybe I'll finally find something, or someone_ ' she thought in irritation.

With a weak sigh the knight advanced through the seemingly endless sea of red leafed trees, her eyes catching one of the bear shaped monsters cautiously watching her. It amused Oktavia how careful they were around her, it seemed they could feel her negative energy as much as she could feel theirs and it put them on edge. Some of the bigger ones dared to attack her and quickly become sustenance for the witch, while the smaller ones avoided her like she was some kind of plague; but that might just be because they somehow know she has been hunting them for food.

Oktavia found the ravenous hunger she felt when she first became a witch had thankfully faded and she no longer felt the all consuming desire to remain in her labyrinth and consume the darkness and souls that find themselves around her home. But just because the compulsion to feed was gone, the empty pit of despair in her stomach remained, and she quickly found she could eat as many of these animals as she wanted but it would take more than that to truly fend of the hunger.

Ignoring the black bear Oktavia continued her travels, after all, it would seriously slow her down if she just ate every animal she came across, even if she could.

" _Gah. Where are the roads? Train tracks? Planes? Anything!_ " she griped with a small frown, kicking a rock off the floor with her metal boot in irritation. "I get dropped off around humans fighting animals and then there's just suddenly none around after they're all dead? They even had a dropship looking plane!"

This is how a lot of the mermaid's time was spent. Hunt for food, search for anything to lead her to civilisation, complain to herself while she's alone and when night fell she would find a place to practice her magic and sleep,often in caves or dug out holes with makeshift doors. She quickly found it was impossible for her to manifest her labyrinth. She wasn't sure if it was her new body or the strange energy that mixed in with her magic; It could even be a mix of both.

It took her a whole day after she gained her new body to even summon a single cutlass! Seriously her control with her power was completely shot. Even now she struggled with using a single wheel, let alone her favoured attack of summoning a barrage of them!

' _I guess I'll just have to practice until I can use my magic properly again, who knows I might even learn a few new tricks._ ' the girl smirked to herself. 'Maybe I can even give my attacks cool names.' the witch joked internally.

That was when a sound interrupted her thoughts, one that doesn't naturally occur in nature. A sound that she was somewhat familiar with as it often lightly sounded within her labyrinth from time to time when she was orchestrating her minions.

Oktavia rushed forward in a burst of energy, moving surprisingly fast for someone wearing full knight armour. Breaching the treeline she saw the source of the sound, down the steep slope of a cliff.

Train tracks ran on an elevated platform, likely to keep the creatures of hate away from the transport. The tracks shook and the sound grew louder; moments later a train with a snowflake emblem turned the corner of the cliff and passed the tracks directly below the witch. The armour clad Oktavia didn't think twice and leapt from the cliff and landed upon the top of the moving transport with the clank of metal hitting metal.

Stumbling forward she had to regain her balance before continuing to make her way up from her current carriage to a spot that didn't have quite as much wind resistance ' _Don't wanna fall off and have to walk more than I have to._ ' she thought in affirmation.

Humming the tune of her Symposium Magarum to herself Oktavia found a roofless train carriage. Gazing down on the contents of the carriage she saw crates with more of those snowflake logos on them, they were being guarded by…' _Woah are those robots? So cool! I'd better stay quiet though...I'd rather not fight them, I'd rather not be hunted as a criminal for scrappin' some guards._ ' She sat down atop her current carriage, watching the red trees enter her vision and shrink away as more distance was made.

It didn't take long before her peaceful rest was interrupted when she noticed two small silhouettes drop down from a higher cliff before landing further back on the train, focusing on the two figures as they quickly ran up the train the was able to quickly get a good look at them before the man slashed one a hatch before jumping inside without noticing the armoured witch sitting at the very end on the carriage.

From what she could see they were two humans, the first one was a girl. One with amber eyes which were almost entirely yellow at the bottom who wore a large black bow upon her head along with black and white clothes; on her back hung a large cleaver like blade with a black ribboned handle and a...gun trigger? Odd.

The other was a man with dark red hair that was almost the colour of spilt blood with black lines in his hair ' _Wait, are those horns?_ ', he wore a long black coat with a symbol on it's back that she only saw for a split second. He also had a mask on his face like the black animals in the forest and those humans she used to make her new body ' **A worthy sacrifice** '. He had a sheathed blade on his hip with a sheath that had an oddly rifle-like appearance 'it even has a trigger…' the witch thought in exasperation.

" _I wonder why they went into the train? Maybe they're thieves?_ " Oktavia spoke aloud to herself curiously. "Wait if there's robots out here, surely there'd one ones inside t-" The gunshots from the carriage below her gave her the idea they already know about the mechanical guards.

One of said machines found itself being used as a projectile battering ram as it literally knocked the metal door off it's hinges before hitting a tree the train passed. Both thieves jumped out of the damaged door and onto the open platform where all the synthetic guards quickly whirred into action, even jumping and vaulting over crates to get to the intruders. ' _Ugh...help the security robots or the those two…_ '

The option of a choice was quickly taken away from Oktavia when one of the now fully alert robots spotted her sat upon her perch, and being on high alert immediately saw the armoured witch as another threat.

" _Aw crap…_ " the knight managed to groan out before being exposed to a rain of gunfire that she barely managed to avoid due to her pushing off the carriage and landing on the one where the battle was taking place. ' _Thieves it is I guess_ ' she sighed internally.

Cutlass met metal and cleaved the machine in half at the waist with surprising ease before she was besieged by three more with bladed arms. Ducking under a swipe which just glanced off her helm the witch decided to get the fight over and done with as fast as possible and lashed out with her blade once more and took the head off the robot, the force over her swing continuing on the carve deeply into another's chest. Rather than pulling out her blade she released it and instead attacked the final one using just her enhanced witch's strength. While the robot punched forward with it's blade Oktava gripped the arm and decided with the fasted method of dealing with her aggressor, even if it wasn't the flashiest and heaved the robot off the ground with a swing that sent it careening off the transport and into a passing tree. Pulling her cutlass from the shut down machine she looked up to see the two looking at her; the girl in back gazing at her with distruct while the man's couldn't be seen properly due to the mask, but he seemed to be in a rather combat ready stance.

" _Uh...Hi? I'm not a...uh. Robot?_ " she spoke in a unsure way, having no idea what to do in this incredibly tense situation and sounding like the 14 year old that her body technically was. To show good will the witch even removed her helmet which likely looked somewhat strange t the two and revealing her face and fin-like ears. Up close she could see that yes, the man did in fact have horns while the girl's bow twitched slightly when she spoke as if something underneath was moving ' _Ears maybe?_ ' Oktavia wondered to herself.

Her words seemed to help lower the tension as the girl relaxed just a little while inspecting her from behind the masked man. Said man on the other hand stared at the knight intently, making her shuffle her feet awkwardly under his judging gaze.

The man nodded and stood upright while keeping his hand on the hilt of his weapon. "What are you doing here? You look too young to be a huntsmen and the guards didn't know you were here." he spoke in a different language with a serious frown on her face.

' **English** ' echoes in her head, fragmented memories of what her past self knew of the tongue burning itself into her mind.

Oktavia rubbed her head uncomfortably from the sensation of the school memories from Sayaka's fragments. "Uhm...I not talk very well." She spoke awkwardly before the two thieves. "Was lost, hide on...train" she nodded to herself, believing that she used the correct words.

The girl looked at the man and then back to Oktavia with a thoughtful expression "What she was speaking before...That was an old language in Mistral, wasn't it?" The question drew a not from the masked thief.

The black haired girl gave out a slight sigh "Well, we can't just leave her here alone." she said loud enough for the witch to hear. "If they find a faunus here she'll get arrested." the girl reasoned while Oktavia was able to pick out words to give a semi coherent meaning. One word that stood out in particular was Faunus which wasn't a word she heard or read before in english, but it sounded a lot like fauna. So she mentally logged it for now.

The man gave Oktavia another look over, his eyes lingering on the cutlass. "At Least she looks like she can fight, so she shouldn't slow us down too much." the man let out in a professional tone before turning and walking to the door on the other side of the open carriage "Let's go!" he called back to the two girls. The black haired girl moving instantly while Oktavia awkwardly trailed behind, annoyed that she didn't get a full understanding of the english language.

The trio of ' _faunus_ ' moved into the next train car which held even more crates than the last open air one and oddly seemed to lack any robot guards. The thieves moved forward to a crate with Oktavia trailing behind and opened it. Within the knight could trays and trays of red powder in vials that seemed to sparkle and glitter like tiny sand-like gems. Oktavia could feel the energy within the red sand waiting to be released with a mere spark. ' _Maybe it has magic infused into it? Or is like gunpowder?_ '

"Perfect. Move up to the next car." the red haired faunus instructed while looking down into the crate. He then closed it hiding the vials of powdered energy and turned to the black haired girl and Oktavia. "I'll set the charges."

Okatvaia didn't fully understand the last word, but from the distraught expression on the other girl's face it wasn't difficult to figure out the meaning. "What about the crew members?" was let out in a shaky voice, as if the girl wasn't quite sure what to think of her partner in that moment.

"What about them?" was the only response given in a dull and uncaring tone. At the same time the bull faunus spoke ' _those are bull horns right?_ ' a synthetic drone sounded followed by a light clack, drawing the attention of the trio of faunus.

A huge red and grey robot crawled from a space on the ceiling, it could only truly be described as a death machine made for war. It had four armoured legs and a human/faunus torso like body with slight hole in the center of it's chest; upon its shoulders were two heavy looking cannons with two almost identical cannons for arms.

"Adam!" the black haired girl stated with an annoyed tone of voice while the now named Adam prepared to attack, however the robot beat them to it and opened fire with blue balls of light that literally exploded on contact. The three intruders scattered, away from the energy blasts. The black haired girl took the most direct route to the robot and jumped to slash at it's head while Oktavia rushed forward and hacked at the mechanical monster's legs. A surprised scream drew Oktavia's eyes to her fellow attacker who found herself headbutted away from the robot before she could complete her swing. The robot kicked the knight aside as if she were just a minor annoyance and advanced on her downed partner; however before it made it to her Adam sprang forth from his position and landed 4 strikes against the red machine and landed in a crouch, giving said machine the opening to kick him aside like it hand Oktavia. It followed but it's attack with several bursts of energy that knocked over a pile of cargo crates.

The robot rose one of it's legs to crush the bow wearing girl but Oktavia rushed forward with speed no human on earth could have pulled off in such a short burst and pulled her away from the metal leg as it crashed down. " _This isn't good...If only I could my power properly…"_ the witch griped to herself while placing other girl on her feet beside Adam who was now stood at the door.

"We need to get out of here…" The black haired faunus spoke while the death machine proved the name Oktavia gave it by mechanically interlocking and merging all 4 of it's cannon's into one huge weapon which gave off a blue glow and a thrum of power that got louder.

" _You have got to be kidding me!_ " Oktavia exclaimed while focusing on summoning forth as many wheels as possible to block the blast. Still unused to her new mixture of power only four formed before the massive cannon fired a blue beam of pure energy that blasted through the four metal wheels. Adam partially unsheathed his sword which _somehow_ absorbed some of the blast. So instead of being vaporised into puddles on the floor the trio were merely blasted through the wall of the train car and back out onto the open air one.

The robot soon followed the three out of the hole. Adam frowned for a moment before calling out "Buy me some time!" which drew a response off of his partner in the form of a "Are you sure?". The the machine continued to advance Adam simply yelled "Do it!" while placing his hands on the hilt and sheath of his blade in a samurai like pose while the red on his outfit and hair seemed to literally glow.

Command given Oktavia and her black haired partner rushed forward, the faunus dodging the explosions from the machines shots as it focused on her while the witch manifested another wheel and launched it at the huge robot, striking one of it's legs and knocking it off balance for a moment allowing her fellow distraction to hook her blade into the armour plating and use the hilt's ribbon to swing on the death machine like a grappling hook. A gunshot sounded from her blade which was revealed to also a be pistol ' _How the hell does that even work? How did it fire if she was holding the ribbon?_ ' questions placed in the back of her mind when she saw the girl teleport away from the shot leaving a mere afterimage behind. Oktavia darted forward and slashed at the legs of their foe along with the faunus after she landed, further irritating the metal guardian and throwing it off balance.

The red machine responded by firing at the two despite them being by it's feet forcing them to retreat back to Adam which was done by the black haired faunus doing various flips and the witch simply using her enhanced strength to make one large leap back.

Oktavia saw the robot slam it's arms together and once again the massive cannon formed and began to charge, triggering a shout of "Move!" from the still un-named black haired girl. Following her instructions she leapt back on the other side of the cart, the same distance away as her fellow girl so she could support if necessary.

That's when Oktavia became certain that this world had some form of magic and that the teleport the girl did wasn't just some trick of the eye. The man drew most of his sword from its sheath and it was literally _absorbed_ into both him and his weapon causing the glow of his read features to go even brighter. He gave a quick chuckle and closed the blade once the laser has faded.

Thuds sounded as the machine threw all caution to the wind and charged the man, jumping as it did so with the intent to crush him under it's leg. The sound metal scraping metal sounded out as Adam drew his blade into a slash. Oktavia could feel the pulse of power as the energy captured in the sword was released in a single burst. For a brief moment the colour red around the man and machine became more vibrant while others grew darker .The machine simply melted into slag that was blasted way, however the droplets gave it an appearance of disintegration. And then that moment was over and Adam sheathed his blade while Oktavia waited with the other girl on the other open air carriage.

The witch grew confused once the other faunus simply, said "Goodbye" to her partner with a somewhat sad tone, like a person who needs to do something but doesn't want to at the same time and cut the cable connecting that carriage to the train while the man simply reached out with shock written on his face.

" _W-What why are we leaving him?!_ " was shouted in confusion which drew the black haired girl's eyes to her. "Why did...leave him?" Oktavia said again, this time in a language that the other girl understood.

"Ah...I needed to get away... from the White Fang." the faunus girl spoke awkwardly as she looked over the girl with fin ears again, her eyes lingering for a moment on the fins in particular.

Not fully understanding the witch simply tilted her head and asked "White fang...bad?" Oktavia asked with her simply understanding of english, hating how much of an idiot she must sound with her weak knowledge on the language. She really wished Sayaka had payed attention in english class when she was in school.

"You...don't know what the White Fang is? They're...not bad. But they're...misguided." she frowned to herself "I'd...really rather not talk about it." the black haired girl admitted. The two soon fell into an awkward silence as they made their way up the carriage, stepping over broken robots when necessary.

"What is your name?" Oktavia asked the girl, not really wanting to mentally label her as 'girl' constantly. "Mine is Oktavia. Oktavia von Seckendorff" the witch stated, pride creeping into her tone as she said her full name which caused the other girl to giggle weakly.

"Oktavia von Seckendorff? Interesting name." she stated in a mildly amused tone. "I'm Blake...Blake Belladonna." Blake introduced herself with a small smile, it seemed the mood had lightened even if only a small amount.

Blake glanced around for a moment before leading the witch towards roofed carriage. "Let's get inside out of the wind...we can take turns keeping watch for when we need to get off...We don't want the guards catching us.".

Oktavia gave a slight nod as she went over the sentence in her head to make sure she understood what was said. "Okay." was the simple reply given when she was sure.

The duo entered the carriage and waited out the rest of the journey; Blake reading her book which she seemed to have brought with her while Oktavia poked around at the destroyed robots with interest. The witch occasionally asked question about where the train was headed and about Vale in particular once she learned it was the destination.

Over the long trip the knight learned that Blake didn't seem to talk much, even if she was perfectly happy answering the questions the clueless Oktavia seemed to ask as long as they weren't too invasive.

The rest of the journey continued like this until Blake signaled to follow her and get off the train exactly when she says; leading Oktavia into her first city since her rebirth, drawing her into events neither of the two truly foresaw.


End file.
